McGilley v. McGilley

• Decision Date: 30 June 1997
• Docket Number: No. WD,WD
• Citation: 951 S.W.2d 632
• Parties: James P. McGILLEY, Appellant, v. Tatjana Z. McGILLEY, Respondent. 52765.
• Court: Missouri Court of Appeals

Page 632

951 S.W.2d 632

James P. McGILLEY, Appellant, v. Tatjana Z. McGILLEY, Respondent.

No. WD 52765.

Missouri Court of Appeals Western District.

June 30, 1997.

Motion for Rehearing and/or Transfer to

Supreme Court Denied Sept. 2, 1997.

Application to Transfer Denied

Oct. 21, 1997.

James T. Cook, Kansas City, for Appellant.

Anita I. Rodarte, Regina Keelan Bass, Kansas City, for Respondent.

Before LOWENSTEIN, P.J., and SPINDEN and HOWARD, JJ.

LOWENSTEIN, Judge.

James McGilley appeals from a Judgment of Decree of Dissolution of Marriage asserting trial court error in: 1) finding the antenuptial agreement signed by both parties was void and not enforceable; 2) finding the couple's second home in Arizona ("Casa II") and a Piper Jaffray investment account were marital property subject to division; 3) setting aside certain items of non-marital property to Mrs. McGilley; 4) awarding non-modifiable maintenance to Mrs. McGilley claiming the award was against the weight of the evidence.

FACTS

James McGilley (Jim), then age 51, and Tatjana Zemcuznikov (Tatjana), then age 31, met in 1977 when she was teaching at his daughters' school. The couple began a romantic relationship, and one year later, they decided to marry on January 17, 1979.

Due to his concern for the financial security of his children, Jim suggested, just prior to this second marriage, that he and Tatjana enter into an antenuptial agreement. Tatjana selected an attorney to represent her interests in negotiating the antenuptial agreement from a list of three recommended by Jim's attorney. She met with herattorney for the first time on January 12, 1979, five days prior to the wedding. After negotiations, the agreement, originally drafted by Jim's attorney, was redrafted to incorporate Tatjana's proposed changes. Tatjana met with her attorney again on January 16th, and on the 17th, the day of the wedding, she signed the agreement.

In January 1983, Jim and his brother sold their interest in the family business, McGilley Memorial Chapels and Memorial Shields. Jim realized a profit of $1,800,000.00 for the sale. Appellant's portion of the proceeds were placed in a Shearson Lehman investment account, which was added to the pre-existing James P. McGilley, Jr., Trust. The primary beneficiaries of the trust were Jim, his children, and pursuant to the agreement During the marriage, the McGilleys acquired a number of assets using funds from the James P. McGilley, Jr., Trust, including a second home in Arizona, Casa II, and its furnishings. The home was titled to the James P. McGilley, Jr., Trust. The couple spent several months each year in Arizona and the rest of the year in their Kansas City home, which Jim owned prior to the marriage. The McGilley's marriage lasted fifteen years and no children were born of the marriage. Tatjana worked as a teacher for the first few months of the marriage, but subsequently ceased her employment in order to travel with her husband.

Tatjana. The sale proceeds were transferred through several investment accounts but were always held in the trust. On the date of dissolution, the funds were held in a Piper Jaffray account (# 780-502300-330).

In the dissolution proceedings, Jim sought to enforce the antenuptial agreement. The trial court declared the agreement void as vague, ambiguous, and not sufficiently definite to enable the court to give the terms exact meaning. The court then characterized and divided the marital property and awarded $1,000.00 per month in non-modifiable maintenance to Tatjana.

ANALYSIS

In his first point on appeal, Jim asserts the trial court erred in declaring the antenuptial agreement void. He argues the document was clear and unambiguous, and to the extent that it was not, the court had an obligation to employ the rules of construction to give effect to the parties' intent.

The primary points of the antenuptial agreement indicate the parties separate property will remain separate; both parties waive their statutory rights in the other's estate, however, Jim must convey a one-third share of his adjusted gross estate to Tatjana either by his last will and testament or by some other instrument; and both parties waive their right to maintenance, except that Jim agrees to pay $10,000.00 to Tatjana in the event of divorce to assist her in relocating her residence. Attached to the antenuptial agreement were financial disclosure statements of both parties. The agreement was signed by the parties and notarized. There is no claim on appeal that the agreement was the product of fraud or overreaching, nor is there any indication that the parties did not fully disclose their financial status and assets. The provisions of the antenuptial agreement are fully set out below. ¹

In a dissolution proceeding, the appellate court must affirm the trial court's decree unless there is no substantial evidence to support it, unless it is against the weight of the evidence, unless it erroneously declares or applies the law. McMullin v. McMullin, 926 S.W.2d 108, 110 (Mo.App.1996). The construction of contracts is a question of law. This court reviews declarations of law de novo. Murphy v. Carron, 536 S.W.2d 30, 32 (Mo. banc 1976). This court differs with the trial court's holding that the agreement was ambiguous and so indefinite in its terms as to require its being declared void.

At trial, the burden of proof on the issue of the validity of the antenuptial agreement rests with the party seeking to invalidate the agreement. State, ex rel. Rope v. Borron, 762 S.W.2d 427, 430 (Mo.App.1988). As a general rule, antenuptial agreements will be upheld unless the trial court finds the agreement unconscionable. Nedblake v. Nedblake, 682 S.W.2d 852, 854 (Mo.App.1984); See § 452.325(2), RSMo.1994. An agreement is unconscionable when the "inequality is so strong, gross, and manifest that it must be impossible to state it to one with common sense without producing an exclamation at the inequality of it." McMullin, 926 S.W.2d at 110. Also, an agreement will not be enforced unless it is entered into "freely, fairly, knowingly, understandingly and in good faith and with full disclosure." Id.

It must be noted that although the issue was argued at trial, this appeal does not involve a finding of unconscionability. Rather, it involves the trial court's finding that this agreement was void due to its ambiguity and lack of definiteness. This court recognizes antenuptial agreements are unique and distinct and must be strictly construed. Hosmer v. Hosmer, 611 S.W.2d 32, 35 (Mo.App.1980). However, in dealing with the issue of whether the agreement was so vague as to be unenforceable, this court must apply ordinary contract principles. See Raiken v. Mellon, 399 Pa.Super. 192, 582 A.2d 11, 13 (1990); Matter of Klinker's Estate, 80 Ill.App.3d 28, 35 Ill.Dec. 465, 467, 399 N.E.2d 299, 301 (1979). While the agreement in this case might have been more tightly drafted, it is the court's duty to examine it as a whole in order to determine its purpose and meaning. Hawley by Cordell v. Hawley, 904 S.W.2d 584, 586 (Mo.App.1995). "Dissection of an agreement into small, unrelated segments causes confusion and misunderstanding that vanish when the component parts are returned to the context of the whole contract." Id. (citing Roberts v. Estate of Roberts, 664 S.W.2d 634, 639 (Mo.App.1984)). To be valid, all the essential terms of a contract must be sufficiently definite to enable the court to give them an exact meaning. In re Marriage of Riley, 817 S.W.2d 644, 646 (Mo.App.1991).

A contract is ambiguous only if its terms are susceptible of more than one meaning so that reasonable people may fairly differ in their construction of the terms. Ringstreet Northcrest, Inc. v. Bisanz, 890 S.W.2d 713, 718 (Mo.App.1995). A contract is not ambiguous merely because the parties disagree over its meaning. Jake C. Byers, Inc. v. J.B.C. Investments, 834 S.W.2d 806, 816 (Mo.App.1992). To determine whether a contract is ambiguous, the court looks at the entire agreement and gives the words their plain and ordinary meaning. Id.

In voiding the agreement, the trial court focused on various provisions which it asserts are in such conflict that their meaning cannot be ascertained. Particularly, the court cites a conflict between paragraphs one, three, four and seven. Paragraph one proposes to allow each party to maintain their own property "free and clear of any and all rights of the other ... with full power ... to ... devise and bequeath ... in any and every way ... as if such party were single and unmarried." (Emphasis added by trial court). The court's judgment notes the absence of language such as "except as contained in this agreement" where paragraph three requires the husband to create a one-third trust share for the wife which she shall receive at his death. In addition, the court finds paragraphs three and four are inconsistent with paragraph seven where the wife acknowledges that the agreement "shall be a bar to her right of inheritance ... and all other rights in his estate." The court further finds paragraph four which allows the wife the "right to continue living in the principal residence ... until her death or remarriage" conflicts with paragraph seven which bars her rights in his estate. Finally, the court notes that paragraphs three (the trust share) and four (the right of wife to remain in the residence) do not mention divorce.

Having reviewed the agreement, which is not a model of draftsmanship, particularly as to the applicability of the agreement vis-a-vis dissolution, this court concludes the agreement is sufficiently comprehensive in scope and detail to avoid being held totally unenforceable. The intent of the parties is clear and the trial court erred in voiding the entire agreement. Even without an "excepting" clause, it is clear the parties intended to retain control of their separate property, including the right to bequeath and devise,...